Assets under management Growth by Quarter
Quarterly points use the latest ADV filing or SEC roster snapshot available in each quarter.
Private Funds
Private funds reported by Two Sigma Investments, LP
Employee Growth by Quarter
Quarterly points use the latest ADV filing or SEC roster snapshot available in each quarter.
Historical AUM and employee figures reflect available SEC Form ADV filings under this CRD. Filing gaps may reflect registration status changes, dormant periods, state registration periods, firm restructuring, or other reporting changes. Rialytix does not interpolate missing periods.
Ownership
Reported direct and indirect ownership ranges
Reported ownership ranges
Highlighted bands show the percentage range reported in Form ADV.
Bars represent the reported range at that individual ownership step, not an estimated percentage of the advisory firm. Indirect relationships may refer to intermediate entities rather than directly to Two Sigma Investments, LP.
Reported ownership and control details
Form ADV · Filing date 2026-03-31 · Schedules A and B
| # | Owner / person & role | Interest in entity | Reported interest | Control person | Title / status acquired | Source |
|---|---|---|---|---|---|---|
| 1 | JOHN ALBERT OVERDECKCO-CHAIRMAN, TWO SIGMA MANAGEMENT, LLC; EXECUTIVE MANAGER, TWO SIGMA MANAGEMENT, LLCIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | Yes | CO-CHAIRMAN, TWO SIGMA MANAGEMENT, LLC; EXECUTIVE MANAGER, TWO SIGMA MANAGEMENT, LLC05/2001 | Schedule APDF page 545 |
| 2 | DAVID MARK SIEGELCO-CHAIRMAN, TWO SIGMA MANAGEMENT, LLCIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | Yes | CO-CHAIRMAN, TWO SIGMA MANAGEMENT, LLC07/2001 | Schedule APDF page 545 |
| 3 | TWO SIGMA MANAGEMENT, LLCGENERAL PARTNERDomestic entity | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | Yes | GENERAL PARTNER12/2005 | Schedule APDF page 545 |
| 4 | DAWN MARIE SCHOPPNERCHIEF FINANCIAL OFFICERIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | No | CHIEF FINANCIAL OFFICER09/2010 | Schedule APDF page 545 |
| 5 | JOHN A. OVERDECK REVOCABLE TRUSTLIMITED PARTNERDomestic entity | TWO SIGMA INVESTMENTS, LP | 25% to less than 50%Code C | Yes | LIMITED PARTNER01/2008 | Schedule APDF page 545 |
| 6 | DAVID M. SIEGEL REVOCABLE TRUSTLIMITED PARTNERDomestic entity | TWO SIGMA INVESTMENTS, LP | 25% to less than 50%Code C | Yes | LIMITED PARTNER01/2008 | Schedule APDF page 545 |
| 7 | JOHN ALBERT OVERDECKTRUSTEE OF JOHN A. OVERDECK REVOCABLE TRUSTIndividual | TWO SIGMA INVESTMENTS, LP | 25% to less than 50%Code C | Yes | TRUSTEE OF JOHN A. OVERDECK REVOCABLE TRUST12/2007 | Schedule APDF page 545 |
| 8 | DAVID MARK SIEGELTRUSTEE OF DAVID M. SIEGEL REVOCABLE TRUSTIndividual | TWO SIGMA INVESTMENTS, LP | 25% to less than 50%Code C | Yes | TRUSTEE OF DAVID M. SIEGEL REVOCABLE TRUST12/2007 | Schedule APDF page 545 |
| 9 | SUNBURST TRUSTLIMITED PARTNERDomestic entity | TWO SIGMA INVESTMENTS, LP | 5% to less than 10%Code A | No | LIMITED PARTNER01/2020 | Schedule APDF page 545 |
| 10 | SUDACHI CONTINUATION TRUSTLIMITED PARTNERDomestic entity | TWO SIGMA INVESTMENTS, LP | 5% to less than 10%Code A | No | LIMITED PARTNER12/2025 | Schedule APDF page 545 |
| 11 | SUNFLOWER PTC LLCTRUSTEE OF SUNBURST TRUSTDomestic entity | TWO SIGMA INVESTMENTS, LP | 5% to less than 10%Code A | No | TRUSTEE OF SUNBURST TRUST01/2020 | Schedule APDF page 545 |
| 12 | SHINRAI PTC LLCTRUSTEE OF SUDACHI CONTINUATION TRUSTDomestic entity | TWO SIGMA INVESTMENTS, LP | 5% to less than 10%Code A | No | TRUSTEE OF SUDACHI CONTINUATION TRUST12/2025 | Schedule APDF page 545 |
| 13 | CARTER MAYBERRY LYONSCO-CHIEF EXECUTIVE OFFICERIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | Yes | CO-CHIEF EXECUTIVE OFFICER02/2020 | Schedule APDF page 545 |
| 14 | STEVE HAMILTON METZGERGENERAL COUNSELIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | No | GENERAL COUNSEL07/2023 | Schedule APDF page 545 |
| 15 | TIMOTHY JOHN REYNOLDSCHIEF OPERATING OFFICERIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | No | CHIEF OPERATING OFFICER07/2023 | Schedule APDF page 545 |
| 16 | JAMES GERARD HEIN JR.CHIEF COMPLIANCE OFFICERIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | No | CHIEF COMPLIANCE OFFICER07/2025 | Schedule APDF page 545 |
| 17 | CHRISTOPHER PAUL SALESCO-CHIEF INVESTMENT OFFICERIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | No | CO-CHIEF INVESTMENT OFFICER07/2025 | Schedule APDF page 545 |
| 18 | GEOFFREY P DUNCOMBECO-CHIEF INVESTMENT OFFICERIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | No | CO-CHIEF INVESTMENT OFFICER01/2026 | Schedule APDF page 545 |
| 19 | SETH PHILLIP PLATTEXECUTIVE MANAGER, TWO SIGMA MANAGEMENT, LLCIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | Yes | EXECUTIVE MANAGER, TWO SIGMA MANAGEMENT, LLC03/2026 | Schedule APDF page 545 |
| 20 | THOMAS GERARD RAFFERTYTRUSTEE OF DAVID M. SIEGEL REVOCABLE TRUSTIndividual | TWO SIGMA INVESTMENTS, LP | Less than 5%Code NA | No | TRUSTEE OF DAVID M. SIEGEL REVOCABLE TRUST02/2026 | Schedule APDF page 546 |
| 21 | JOHN A. OVERDECK REVOCABLE TRUSTMEMBERDomestic entity | TWO SIGMA MANAGEMENT, LLC | 25% to less than 50%Code C | Yes | MEMBER01/2008 | Schedule BPDF page 546 |
| 22 | DAVID M. SIEGEL REVOCABLE TRUSTMEMBERDomestic entity | TWO SIGMA MANAGEMENT, LLC | 25% to less than 50%Code C | Yes | MEMBER01/2008 | Schedule BPDF page 546 |
| 23 | JOHN ALBERT OVERDECKTRUSTEEIndividual | JOHN A. OVERDECK REVOCABLE TRUST | Percentage not specifiedCode F | Yes | TRUSTEE12/2007 | Schedule BPDF page 546 |
| 24 | DAVID MARK SIEGELTRUSTEEIndividual | DAVID M. SIEGEL REVOCABLE TRUST | Percentage not specifiedCode F | Yes | TRUSTEE12/2007 | Schedule BPDF page 546 |
| 25 | SUNFLOWER SPECIAL PURPOSE TRUST IMEMBERDomestic entity | SUNFLOWER PTC LLC | 75% or moreCode E | No | MEMBER01/2020 | Schedule BPDF page 546 |
| 26 | FRONTIER DIRECTED FIDUCIARY SERVICES LLCTRUSTEEDomestic entity | SUNFLOWER SPECIAL PURPOSE TRUST I | Percentage not specifiedCode F | No | TRUSTEE01/2020 | Schedule BPDF page 546 |
| 27 | SUNFLOWER SPECIAL PURPOSE TRUST IIMANAGERDomestic entity | SUNFLOWER PTC LLC | Percentage not specifiedCode F | No | MANAGER01/2020 | Schedule BPDF page 546 |
| 28 | SHINRAI PTC LLCTRUSTEEDomestic entity | SUDACHI CONTINUATION TRUST | Percentage not specifiedCode F | No | TRUSTEE12/2025 | Schedule BPDF page 546 |
| 29 | SHINRAI SPECIAL PURPOSE TRUST IMEMBERDomestic entity | SHINRAI PTC LLC | 75% or moreCode E | No | MEMBER01/2020 | Schedule BPDF page 546 |
| 30 | WILLOW STREET TRUST COMPANY OF WYOMING LLCTRUSTEEDomestic entity | SHINRAI SPECIAL PURPOSE TRUST I | Percentage not specifiedCode F | No | TRUSTEE03/2025 | Schedule BPDF page 546 |
| 31 | SUNFLOWER PTC LLCTRUSTEEDomestic entity | SUNBURST TRUST | Percentage not specifiedCode F | No | TRUSTEE01/2020 | Schedule BPDF page 546 |
| 32 | JOHN ALBERT OVERDECKCO-CHAIRMAN; EXECUTIVE MANAGERIndividual | TWO SIGMA MANAGEMENT, LLC | Percentage not specifiedCode F | Yes | CO-CHAIRMAN; EXECUTIVE MANAGER09/2024 | Schedule BPDF page 546 |
| 33 | DAVID MARK SIEGELCO-CHAIRMANIndividual | TWO SIGMA MANAGEMENT, LLC | Percentage not specifiedCode F | Yes | CO-CHAIRMAN09/2024 | Schedule BPDF page 546 |
| 34 | SETH PHILLIP PLATTEXECUTIVE MANAGERIndividual | TWO SIGMA MANAGEMENT, LLC | Percentage not specifiedCode F | Yes | EXECUTIVE MANAGER03/2026 | Schedule BPDF page 546 |
| 35 | THOMAS GERARD RAFFERTYTRUSTEEIndividual | DAVID M. SIEGEL REVOCABLE TRUST | Percentage not specifiedCode F | No | TRUSTEE02/2026 | Schedule BPDF page 546 |
Less than 5% may include zero. Code F identifies a role without specifying a percentage. Reported interests may overlap and may not include every owner. Total indirect ownership is not calculated.
Compliance & Disclosures
Filing dated 3/31/2026 9:22:06 PM
Responses were selected by the RIA in its filing. Questions are shortened for readability; “you” refers to the reporting firm, and some questions also cover advisory affiliates.
AFelonies2 No
In the past ten years, have you or any advisory affiliate:
- A1Been convicted of or pleaded guilty or no contest to a felony?No
- A2Been charged with a felony?No
BMisdemeanors2 No
In the past ten years, have you or any advisory affiliate:
- B1Been convicted of or pleaded guilty or no contest to a misdemeanor involving investments, an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion?No
- B2Been charged with a misdemeanor of the kind listed above?No
CSEC or CFTC actions3 Yes2 No
Has the SEC or CFTC ever:
- C1Found you or an advisory affiliate made a false statement or omission?No
- C2Found you or an advisory affiliate violated SEC or CFTC regulations or statutes?Yes
- C3Found you or an advisory affiliate caused an investment-related business to have its authorization to do business denied, suspended, revoked, or restricted?No
- C4Entered an order against you or an advisory affiliate in connection with investment-related activity?Yes
- C5Imposed a civil money penalty on you or an advisory affiliate, or ordered you or an advisory affiliate to cease and desist from any activity?Yes
DOther regulatory actions5 No
Has any other federal regulatory agency, state regulatory agency, or foreign financial regulatory authority ever:
- D1Found you or an advisory affiliate made a false statement or omission, or was dishonest, unfair, or unethical?No
- D2Found you or an advisory affiliate violated investment-related regulations or statutes?No
- D3Found you or an advisory affiliate caused an investment-related business to have its authorization to do business denied, suspended, revoked, or restricted?No
- D4In the past ten years, entered an order against you or an advisory affiliate in connection with investment-related activity?No
- D5Denied, suspended, or revoked your or an advisory affiliate’s registration or license, or otherwise prevented association with an investment-related business or restricted activities?No
ESelf-regulatory organization actions1 Yes3 No
Has a self-regulatory organization or commodities exchange ever:
- E1Found you or an advisory affiliate made a false statement or omission?No
- E2Found you or an advisory affiliate violated its rules, other than a violation designated as a minor rule violation under an SEC-approved plan?Yes
- E3Found you or an advisory affiliate caused an investment-related business to have its authorization to do business denied, suspended, revoked, or restricted?No
- E4Disciplined you or an advisory affiliate by expulsion, suspension, barring association with other members, or otherwise restricting activities?No
FProfessional authorizations1 No
- FHas an authorization to act as an attorney, accountant, or federal contractor granted to you or an advisory affiliate ever been revoked or suspended?No
GPending regulatory proceedings1 No
- GAre you or any advisory affiliate now the subject of a regulatory proceeding that could result in a “Yes” answer to any part of C, D, or E?No
HCivil judicial actions and proceedings4 No
(1) Court actions
Has a domestic or foreign court:
- H(1)(a)In the past ten years, enjoined you or an advisory affiliate in connection with investment-related activity?No
- H(1)(b)Found that you or an advisory affiliate violated investment-related statutes or regulations?No
- H(1)(c)Dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or an advisory affiliate by a state or foreign financial regulatory authority?No
(2) Pending civil proceedings
- H(2)Are you or any advisory affiliate now the subject of a civil proceeding that could result in a “Yes” answer to any part of H(1)?No
Additional DRP filings 2 source blocks
Verbatim excerpts from supporting DRP filings, which may concern the firm or advisory affiliates. Amounts retain their filed labels; no total or attribution is inferred.
regulatory · block 1PDF pages 547–549
- Regulator name — filed text
- CHICAGO BOARD OF TRADE
- Monetary/Fine Amount — filed text
- $ 25,000.00
- How was matter resolved — filed text
- Settled
Action status / disposition — filed text
ON FEBRUARY 22 AND 23 2016, FUNDS MANAGED BY TSI AND ITS AFFILIATE, HELD AGGREGATED WHEAT FUTURES POSITIONS IN EXCESS OF THE STANDARD ALL MONTH LIMIT UNDER CHICAGO BOARD OF TRADE RULE 562. ON MARCH 28, 2017, A PANEL OF THE CHICAGO BOARD OF TRADE'S BUSINESS CONDUCT COMMITTEE ACCEPTED TSI'S OFFER OF SETTLEMENT PURSUANT TO WHICH TSI AGREED TO PAY A FINE IN THE AMOUNT OF $25,000 WHILE NEITHER ADMITTING NOR DENYING ANY RULE VIOLATION.
Other filed details
Description of allegations — filed text
ON FEBRUARY 22 AND 23 2016, FUNDS MANAGED BY TWO SIGMA INVESTMENTS, LP ("TSI") AND ITS AFFILIATE HELD AGGREGATED WHEAT FUTURES POSITIONS IN EXCESS OF THE STANDARD ALL MONTH LIMIT UNDER CHICAGO BOARD OF TRADE RULE 562.
Sanction detail — filed text
MONETARY PENALTY ORDERED OF $25,000 WHICH WAS PAID ON MARCH 30, 2017
Full extracted filing text
Includes form instructions and options. Options shown in this text do not identify which boxes were selected.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
Yes
No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC
Other Federal
State
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
CHICAGO BOARD OF TRADE
2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:
3.
Date Initiated (MM/DD/YYYY):
08/22/2016
Exact
Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
CBOT 16-0384-BC
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Futures - Commodity
Other Product Types:
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
ON FEBRUARY 22 AND 23 2016, FUNDS MANAGED BY TWO SIGMA INVESTMENTS, LP ("TSI") AND ITS AFFILIATE HELD AGGREGATED WHEAT FUTURES
POSITIONS IN EXCESS OF THE STANDARD ALL MONTH LIMIT UNDER CHICAGO BOARD OF TRADE RULE 562.
8.
Current Status?
Pending
On Appeal
Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Settled
11. Resolution Date (MM/DD/YYYY):
03/30/2017
Exact
Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 25,000.00
Revocation/Expulsion/Denial
Disgorgement/Restitution
Censure
Cease and Desist/Injunction
Bar
Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
MONETARY PENALTY ORDERED OF $25,000 WHICH WAS PAID ON MARCH 30, 2017
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ON FEBRUARY 22 AND 23 2016, FUNDS MANAGED BY TSI AND ITS AFFILIATE, HELD AGGREGATED WHEAT FUTURES POSITIONS IN EXCESS OF THE
STANDARD ALL MONTH LIMIT UNDER CHICAGO BOARD OF TRADE RULE 562. ON MARCH 28, 2017, A PANEL OF THE CHICAGO BOARD OF TRADE'S
BUSINESS CONDUCT COMMITTEE ACCEPTED TSI'S OFFER OF SETTLEMENT PURSUANT TO WHICH TSI AGREED TO PAY A FINE IN THE AMOUNT OF
$25,000 WHILE NEITHER ADMITTING NOR DENYING ANY RULE VIOLATION.regulatory · block 2PDF pages 549–551
- Regulator name — filed text
- THE SECURITIES AND EXCHANGE COMMISSION
- Monetary/Fine Amount — filed text
- $ 45,000,000.00
- How was matter resolved — filed text
- Order
Action status / disposition — filed text
ON JANUARY 16, 2025, THE SECURITIES AND EXCHANGE COMMISSION ("SEC") ENTERED AN ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND- DESIST PROCEEDINGS (THE "SEC ORDER") AGAINST TWO SIGMA INVESTMENTS, LP AND TWO SIGMA ADVISERS, LP (COLLECTIVELY, "TWO SIGMA") PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") AND SECTIONS 203(E) AND 203(K) OF THE INVESTMENT ADVISERS ACT OF 1940 (THE "ADVISERS ACT"). TWO SIGMA CONSENTED TO THE SEC ORDER WITHOUT ADMITTING OR DENYING THE FINDINGS THEREIN. THE SEC ORDER ALLEGES THAT TWO SIGMA FAILED TO EXERCISE REASONABLE CARE IN ADDRESSING KNOWN MATERIAL VULNERABILITIES TO A SUBSET OF ITS COMPUTER-BASED ALGORITHMIC INVESTMENT MODELS IN BREACH OF ITS FIDUCIARY DUTY OF CARE, HAD DEFICIENCIES IN ITS WRITTEN COMPLIANCE POLICIES AND PROCEDURES, AND FAILED TO REASONABLY SUPERVISE ONE OF ITS MODELERS WHO INTENTIONALLY VIOLATED TWO SIGMA'S POLICIES. SEPARATELY, THE ORDER ALLEGED THAT TWO SIGMA VIOLATED THE SEC'S WHISTLEBLOWER PROTECTION RULE. THE SEC ORDERED THAT TWO SIGMA CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF RULE 21F-17(A) UNDER THE EXCHANGE ACT AND SECTIONS 206(2) AND 206(4) OF THE ADVISERS ACT AND RULE 206(4)-7 PROMULGATED THEREUNDER. ADDITIONALLY, THE SEC ORDERED THAT TWO SIGMA BE CENSURED AND EACH OF TWO SIGMA INVESTMENTS, LP AND TWO SIGMA ADVISERS, LP PAY A CIVIL MONEY PENALTY OF $45,000,000 TO THE SEC WITHIN 10 DAYS OF THE ENTRY OF THE ORDER.
Other filed details
Description of allegations — filed text
THE SEC ORDER ALLEGED THAT TWO SIGMA INVESTMENTS, LP ("TWO SIGMA") FAILED TO EXERCISE REASONABLE CARE IN ADDRESSING KNOWN MATERIAL VULNERABILITIES TO A SUBSET OF ITS COMPUTER-BASED ALGORITHMIC INVESTMENT MODELS IN BREACH OF ITS FIDUCIARY DUTY OF CARE, HAD DEFICIENCIES IN ITS WRITTEN COMPLIANCE POLICIES AND PROCEDURES, AND FAILED TO REASONABLY SUPERVISE ONE OF ITS MODELERS WHO INTENTIONALLY VIOLATED TWO SIGMA'S POLICIES. SEPARATELY, THE ORDER ALLEGED THAT TWO SIGMA VIOLATED THE SEC'S WHISTLEBLOWER PROTECTION RULE.
Sanction detail — filed text
MONETARY PENALTY ORDERED OF $45,000,000.
Full extracted filing text
Includes form instructions and options. Options shown in this text do not identify which boxes were selected.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances:
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
Yes
No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC
Other Federal
State
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
THE SECURITIES AND EXCHANGE COMMISSION
2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:
CEASE AND DESIST; CENSURE
3.
Date Initiated (MM/DD/YYYY):
01/16/2025
Exact
Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
RELEASE NO. 2025-15
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other
Other Product Types:
PRIVATE FUNDS
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE SEC ORDER ALLEGED THAT TWO SIGMA INVESTMENTS, LP ("TWO SIGMA") FAILED TO EXERCISE REASONABLE CARE IN ADDRESSING KNOWN
MATERIAL VULNERABILITIES TO A SUBSET OF ITS COMPUTER-BASED ALGORITHMIC INVESTMENT MODELS IN BREACH OF ITS FIDUCIARY DUTY OF CARE,
HAD DEFICIENCIES IN ITS WRITTEN COMPLIANCE POLICIES AND PROCEDURES, AND FAILED TO REASONABLY SUPERVISE ONE OF ITS MODELERS WHO
INTENTIONALLY VIOLATED TWO SIGMA'S POLICIES. SEPARATELY, THE ORDER ALLEGED THAT TWO SIGMA VIOLATED THE SEC'S WHISTLEBLOWER
PROTECTION RULE.
8.
Current Status?
Pending
On Appeal
Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
01/16/2025
Exact
Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 45,000,000.00
Revocation/Expulsion/Denial
Disgorgement/Restitution
Censure
Cease and Desist/Injunction
Bar
Suspension
B.
Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived:
MONETARY PENALTY ORDERED OF $45,000,000.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
ON JANUARY 16, 2025, THE SECURITIES AND EXCHANGE COMMISSION ("SEC") ENTERED AN ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS (THE "SEC ORDER") AGAINST TWO SIGMA INVESTMENTS, LP AND TWO SIGMA ADVISERS, LP (COLLECTIVELY, "TWO SIGMA")
PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") AND SECTIONS 203(E) AND 203(K) OF THE
INVESTMENT ADVISERS ACT OF 1940 (THE "ADVISERS ACT"). TWO SIGMA CONSENTED TO THE SEC ORDER WITHOUT ADMITTING OR DENYING THE
FINDINGS THEREIN. THE SEC ORDER ALLEGES THAT TWO SIGMA FAILED TO EXERCISE REASONABLE CARE IN ADDRESSING KNOWN MATERIAL
VULNERABILITIES TO A SUBSET OF ITS COMPUTER-BASED ALGORITHMIC INVESTMENT MODELS IN BREACH OF ITS FIDUCIARY DUTY OF CARE, HAD
DEFICIENCIES IN ITS WRITTEN COMPLIANCE POLICIES AND PROCEDURES, AND FAILED TO REASONABLY SUPERVISE ONE OF ITS MODELERS WHO
INTENTIONALLY VIOLATED TWO SIGMA'S POLICIES. SEPARATELY, THE ORDER ALLEGED THAT TWO SIGMA VIOLATED THE SEC'S WHISTLEBLOWER
PROTECTION RULE. THE SEC ORDERED THAT TWO SIGMA CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE
VIOLATIONS OF RULE 21F-17(A) UNDER THE EXCHANGE ACT AND SECTIONS 206(2) AND 206(4) OF THE ADVISERS ACT AND RULE 206(4)-7
PROMULGATED THEREUNDER. ADDITIONALLY, THE SEC ORDERED THAT TWO SIGMA BE CENSURED AND EACH OF TWO SIGMA INVESTMENTS, LP AND
TWO SIGMA ADVISERS, LP PAY A CIVIL MONEY PENALTY OF $45,000,000 TO THE SEC WITHIN 10 DAYS OF THE ENTRY OF THE ORDER.* Metrics are based on the latest available data, including Form ADV filings, brochures, and relationship summaries pulled from the SEC IAPD, and may be subject to change. Learn what is included in the Rialytix data. Please refer to the firm's official disclosures for the most accurate information using their CRD number. This is not investment advice.